Shareholders will receive supplementary circulars,
detailing a revised takeover offer, the two Switzerland-based
companies said in statements today.

Xstrata on Oct. 1 recommended its investors vote in favor
of a sweetened Glencore offer that will create the world’s
fourth-largest mining company, coupling Glencore’s trading units
with Xstrata’s production sites. Glencore raised its all-share
bid last month following opposition from Xstrata investors
including Qatar’s sovereign wealth fund.

Shareholders with as little as a combined 16.5 percent of
Xstrata would be able to block the deal. U.K. takeover rules
prevent Glencore from voting its 34 percent Xstrata stake to
decide on the deal, which requires 75 percent approval.

Qatar Holding LLC, which owns 12 percent of Zug-based
Xstrata and is the largest shareholder behind Glencore, opposed
the commodity trader’s initial offer of 2.8 shares for each one
in Xstrata, even after Xstrata’s board recommended it. Glencore
Chief Executive Officer Ivan Glasenberg raised his bid to 3.05
shares on Sept. 7.

Investors will be asked to consider two resolutions: One to
approve the takeover along with 144 million pounds ($232
million) of retention bonuses, and a second that excludes the
pay question, Xstrata said Oct. 1. The outcome of a third vote,
on the incentive payments alone, will determine which of the
first two resolutions is taken into account.

If the vote on the retention package is approved by 50
percent of investors, the deal’s success rests on the first
resolution; if the payments are rejected, the second resolution
determines the outcome. Both require 75 percent approval.
Xstrata’s independent directors unanimously recommended that
shareholders approve the bid and the bonuses.

Glencore, based in Baar, fell 0.1 percent to close at 343.1
pence in London. Xstrata dropped 0.7 percent to 968.6 pence.